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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 16, 1999.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WASTE CONNECTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 94-3283464
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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2260 DOUGLAS BOULEVARD, SUITE 280
ROSEVILLE, CALIFORNIA 95661
(916) 772-2221
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RONALD J. MITTELSTAEDT
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN
WASTE CONNECTIONS, INC.
2260 DOUGLAS BOULEVARD, SUITE 280
ROSEVILLE, CALIFORNIA 95661
(916) 772-2221
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES OF ALL COMMUNICATIONS TO:
CAROLYN S. REISER, ESQ.
SHARTSIS, FRIESE & GINSBURG LLP
ONE MARITIME PLAZA, 18TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(415) 421-6500
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only Securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
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Common Stock, $0.01 par value...... 534,815 shares $19.4375 $10,395,467 $2,889.94
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average high and low price of the
common stock reported by the Nasdaq National Market on September 15, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WASTE
CONNECTIONS AND THE SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED SEPTEMBER 16, 1999
[LOGO]
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534,815 SHARES
COMMON STOCK
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Waste Connections, Inc. is a regional, integrated solid waste services company
that provides solid waste collection, transfer, disposal and recycling services
in secondary markets of the Western U.S. Certain of our current stockholders are
offering 534,815 shares of common stock.
The prices at which the selling stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. Waste Connections will not receive any proceeds from the sale of
the shares.
Our common stock is traded on the Nasdaq National Market under the symbol
"WCNX." On September 15, 1999, the last reported sale price of our common stock
on the Nasdaq National Market was $19.1875 per share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated September , 1999.
<PAGE> 3
WASTE CONNECTIONS
Waste Connections is a regional, integrated solid waste services company
that provides solid waste collection, transfer, disposal and recycling services
in secondary markets of the Western U.S.
Waste Connections' executive offices are located at 2260 Douglas Boulevard,
Suite 280, Roseville, California 95661. Our telephone number is (916) 772-2221.
This prospectus contains registered service marks, trademarks and trade names of
Waste Connections, including the Waste Connections, Inc. name and logo.
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RISK FACTORS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations.
Any or all of the following risks could materially and adversely affect our
business, financial condition and results of operations. As a result, the
trading price of our common stock could decline, and you may lose all or part of
your investment.
This prospectus also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of the risks described
below and elsewhere in this prospectus and other factors that we cannot now
foresee.
WE MAY HAVE DIFFICULTY EXECUTING OUR GROWTH STRATEGY
Our growth strategy includes expanding through acquisitions, acquiring
additional exclusive arrangements and generating internal growth. Whether we can
execute our growth strategy depends on several factors, including the success of
existing and emerging competition, the availability of acquisition candidates,
our ability to maintain profit margins in the face of competitive pressures, our
ability to continue to recruit, train and retain qualified employees, the
strength of demand for our services and the availability of capital to support
our growth.
RAPID GROWTH MAY STRAIN OUR MANAGEMENT, OPERATIONAL, FINANCIAL AND OTHER
RESOURCES
From inception through September 15, 1999, we acquired 90 solid waste
services related businesses. To maintain and manage our growth, we will need to
expand our management information systems capabilities and our operational and
financial systems and controls. We will also need to attract, train, motivate,
retain and manage additional senior managers, technical professionals and other
employees. Failure to do any of these things would materially and adversely
affect our business and financial results.
OUR GROWTH AND FUTURE FINANCIAL PERFORMANCE DEPEND SIGNIFICANTLY ON OUR ABILITY
TO INTEGRATE ACQUIRED BUSINESSES INTO OUR ORGANIZATION AND OPERATIONS
Part of our strategy is to achieve economies of scale and operating
efficiencies by growing through acquisitions. We may not achieve these goals
unless we effectively combine the operations of acquired businesses with our
existing operations. Our senior management team may not be able to integrate our
completed and future acquisitions. Any difficulties we encounter in the
integration process could materially and adversely affect our business and
financial results.
OUR GROWTH MAY BE LIMITED BY THE INABILITY TO MAKE ACQUISITIONS ON ATTRACTIVE
TERMS
Although we have identified numerous acquisition candidates that we believe
are suitable, we may not be able to acquire them at prices or on terms and
conditions favorable to us. As a result, our growth would be limited.
WE COMPETE FOR ACQUISITION CANDIDATES WITH OTHER PURCHASERS, SOME OF WHICH HAVE
GREATER FINANCIAL RESOURCES THAN WASTE CONNECTIONS
Other companies have adopted or will probably adopt our strategy of
acquiring and consolidating regional and local businesses. We expect that
increased consolidation in the solid waste services industry will increase
competitive pressures. Increased competition for acquisition candidates may make
fewer acquisition opportunities available to us, and may cause us to
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make acquisitions on less attractive terms, such as higher purchase prices.
Acquisition costs may increase to levels beyond our financial capability or to
levels that would adversely affect our operating results and financial
condition. Our ongoing ability to make acquisitions will depend in part on the
relative attractiveness of our common stock as consideration for potential
acquisition candidates. This attractiveness may depend largely on the relative
market price and capital appreciation prospects of our common stock compared to
the stock of our competitors. If the market price of our common stock were to
decline materially over a prolonged period of time, we may find it difficult to
make acquisitions on attractive terms.
TIMING AND STRUCTURE OF ACQUISITIONS MAY CAUSE FLUCTUATIONS IN OUR QUARTERLY
RESULTS
We are not always able to control the timing of our acquisitions. Obtaining
third party consents and regulatory approvals, completing due diligence on the
acquired businesses, and finalizing transaction terms and documents are not
entirely within our control and may take longer than we anticipate, causing
certain transactions to be delayed. Our inability to complete acquisitions in
the time frames that we expect may adversely affect our business, financial
condition and operating results. In addition, whether we account for an
acquisition using the purchase or the pooling-of-interests method determines how
the acquisition affects our financial results.
WE HAVE ONLY A LIMITED OPERATING HISTORY FROM WHICH YOU MAY EVALUATE OUR
BUSINESS AND PROSPECTS
Waste Connections was formed in September 1997 and commenced operations on
October 1, 1997. Accordingly, you should consider the disclosures about Waste
Connections in this prospectus in light of the risks, expenses and difficulties
that companies frequently encounter in their early stages of development. Our
senior management team may not be able to manage Waste Connections successfully
or to implement our operating and growth strategies.
WE MAY BE UNABLE TO COMPETE EFFECTIVELY WITH GOVERNMENTAL SERVICE PROVIDERS AND
LARGER AND BETTER CAPITALIZED COMPANIES
Our industry is highly competitive and fragmented and requires substantial
labor and capital resources. Some of the markets in which we compete or will
likely compete are served by one or more large, national solid waste companies,
as well as by numerous regional and local solid waste companies of varying sizes
and resources, some of which have accumulated substantial goodwill in their
markets. We also compete with counties, municipalities and solid waste districts
that maintain their own waste collection and disposal operations. These
operators may have financial advantages over Waste Connections because of their
access to user fees and similar charges, tax revenues and tax-exempt financing.
Some of our competitors may also be better capitalized, have greater name
recognition or be able to provide services at a lower cost than Waste
Connections.
WE MAY LOSE CONTRACTS THROUGH COMPETITIVE BIDDING, EARLY TERMINATION OR
GOVERNMENTAL ACTION
We derive a substantial portion of our revenue from services provided under
exclusive municipal contracts, franchise agreements and governmental
certificates. Many of these will be subject to competitive bidding at some time
in the future. We also intend to bid on additional municipal contracts and
franchise agreements. However, we may not be the successful bidder. In addition,
some of our customers may terminate their contracts with us before the end of
the contract term. Municipalities in Washington may by law annex unincorporated
territory, which would remove such territory from the area covered by
governmental certificates issued to us by the Washington Utilities and
Transportation Commission (the "WUTC"). Annexation would
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reduce the areas covered by our governmental certificates and subject more of
our Washington operations to competitive bidding in the future. Moreover,
legislative action could amend or repeal the laws governing governmental
certificates, which could materially and adversely affect Waste Connections. If
we were not able to replace revenues from contracts lost through competitive
bidding or early termination or from the renegotiation of existing contracts
with other revenues within a reasonable time period, the lost revenues could
materially and adversely affect our business and financial results.
WE MAY NOT HAVE ENOUGH CAPITAL OR BE ABLE TO RAISE ENOUGH ADDITIONAL CAPITAL ON
SATISFACTORY TERMS TO MEET OUR CAPITAL REQUIREMENTS
Continued growth will require additional capital. We expect to finance
future acquisitions through cash from operations, borrowings under our credit
facility, issuing additional equity or debt securities and/or seller financing.
As of September 15, 1999, approximately $206.7 million was outstanding under our
credit facility. If acquisition candidates are unwilling to accept, or we are
unwilling to issue, shares of our common stock as part of the consideration for
acquisitions or if our common stock does not maintain a sufficient market value,
we may have to use more of our cash or borrowings under our credit facility to
fund acquisitions. Using cash for acquisitions limits our financial flexibility
and makes us more likely to seek additional capital through future debt or
equity financings. If available cash from operations and borrowings under the
credit facility are not sufficient to fund acquisitions, we will need additional
equity and/or debt financing. If we seek more debt, we may have to agree to
financial covenants that limit our operational and financial flexibility. If we
seek more equity, we may dilute the ownership interests of our then-existing
stockholders. We will also need to make substantial capital expenditures to
develop or acquire new landfills, transfer stations and other facilities and to
maintain such properties.
WE DEPEND SIGNIFICANTLY ON THE SERVICES OF THE MEMBERS OF OUR SENIOR MANAGEMENT
TEAM, AND THE DEPARTURE OF ANY OF THOSE PERSONS MIGHT MATERIALLY AND ADVERSELY
AFFECT OUR BUSINESS AND FINANCIAL RESULTS
We currently maintain "key man" life insurance for Ronald J. Mittelstaedt,
the President, Chief Executive Officer and Chairman, in the amount of $3
million. Key members of our management have entered into employment agreements
with Waste Connections with terms ranging from three to five years. We may not
be able to enforce these agreements.
THE GEOGRAPHIC CONCENTRATION OF OUR BUSINESS MAKES OUR OPERATING RESULTS
VULNERABLE TO DOWNTURNS IN REGIONAL ECONOMIES
We operate in 13 states: California, Idaho, Kansas, Minnesota, Nebraska,
New Mexico, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington and Wyoming.
We expect to focus our operations on the Western U.S. for at least the
foreseeable future. We estimate that more than 45% of our revenues for the six
months ended June 30, 1999 were derived from services provided in Washington,
although we expect this percentage to be reduced by the acquisitions we
completed in the second quarter and to date in the third quarter of 1999. Our
business and financial results would be harmed by downturns in the general
economy of the Western U.S., particularly in Washington, and other factors
affecting the region, such as state regulations affecting the solid waste
services industry and severe weather conditions. We may not complete enough
acquisitions in other markets to lessen our geographic concentration.
SEASONAL FLUCTUATIONS MAY ADVERSELY AFFECT OUR BUSINESS AND FINANCIAL RESULTS
Based on historic trends experienced by the businesses we have acquired, we
expect our operating results to vary seasonally, with revenues typically lowest
in the first quarter, higher in the second and third quarters, and lower in the
fourth quarter than in the second and third quarters. This seasonality reflects
the lower volume of solid waste generated during the late fall, winter and early
spring months because of decreased construction and demolition activities
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during the winter months in the Western U.S. In addition, some of our operating
costs should be generally higher in the winter months. Adverse winter weather
conditions slow waste collection activities, resulting in higher labor and
operational costs. Greater precipitation in the winter increases the weight of
collected waste, resulting in higher disposal costs, which are calculated on a
per ton basis. Because of these factors, we expect operating income to be
generally lower in the winter months.
EXTENSIVE AND EVOLVING ENVIRONMENTAL LAWS AND REGULATIONS MAY ADVERSELY AFFECT
OUR BUSINESS
Environmental laws and regulations have been enforced more and more
stringently in recent years because of greater public interest in protecting the
environment. These laws and regulations impose substantial costs on Waste
Connections and affect our business in many ways, including as described below.
In addition, federal, state and local governments may change the rights they
grant to and the restrictions they impose on solid waste services companies, and
such changes could have a material adverse effect on Waste Connections.
- WE MAY BE UNABLE TO OBTAIN AND MAINTAIN LICENSES OR PERMITS AND ZONING,
ENVIRONMENTAL AND/OR OTHER LAND USE APPROVALS THAT WE NEED TO OWN AND
OPERATE OUR LANDFILLS
These licenses or permits and approvals are difficult and time-consuming
to obtain and renew, and elected officials and citizens' groups
frequently oppose them. Failure to obtain and maintain the permits and
approvals we need to own or operate landfills (including increasing their
capacity) could materially and adversely affect our business and
financial condition.
- EXTENSIVE REGULATIONS THAT GOVERN THE DESIGN, OPERATION AND CLOSURE OF
LANDFILLS MAY ADVERSELY AFFECT OUR BUSINESS
These regulations include the regulations ("Subtitle D Regulations") that
establish minimum federal requirements adopted by the U.S. Environmental
Protection Agency in October 1991 under Subtitle D of the Resource
Conservation and Recovery Act of 1976. If Waste Connections fails to
comply with these regulations, we could be required to undertake
investigatory or remedial activities, curtail operations or close a
landfill temporarily or permanently. Future changes to these regulations
may require us to modify, supplement or replace equipment or facilities
at substantial costs. If regulatory agencies fail to enforce these
regulations vigorously or consistently, our competitors whose facilities
do not comply with the Subtitle D Regulations or their state counterparts
may obtain an advantage over us. Our financial obligations arising from
any failure to comply with these regulations could materially and
adversely affect our business and financial results.
- WE MAY BE SUBJECT IN THE NORMAL COURSE OF BUSINESS TO JUDICIAL AND
ADMINISTRATIVE PROCEEDINGS INVOLVING FEDERAL, STATE OR LOCAL AGENCIES OR
CITIZENS' GROUPS, WHICH COULD ADVERSELY AFFECT OUR BUSINESS
Governmental agencies may impose fines or penalties on us. They may also
attempt to revoke or deny renewal of our operating permits, franchises or
licenses for violations or alleged violations of environmental laws or
regulations, or to require us to remediate potential environmental
problems relating to waste that we or our predecessors collected,
transported, disposed of or stored. Individuals or community groups might
also bring actions against us in connection with our operations. Any
adverse outcome in these proceedings could have a material adverse effect
on our business and financial results and create adverse publicity about
Waste Connections.
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- WE MAY INCUR LIABILITIES FOR ENVIRONMENTAL DAMAGE
We are liable for any environmental damage that our solid waste
facilities cause, including damage to neighboring landowners or
residents, particularly as a result of the contamination of soil,
groundwater or surface water, and especially drinking water. We may be
liable for damage resulting from conditions existing before we acquired
these facilities. We may also be liable for any off-site environmental
contamination caused by pollutants or hazardous substances whose
transportation, treatment or disposal that we or our predecessors
arranged. Any substantial liability for environmental damage could
materially and adversely affect our business and financial results.
EACH BUSINESS THAT WE ACQUIRE OR HAVE ACQUIRED MAY HAVE LIABILITIES THAT WE FAIL
OR ARE UNABLE TO DISCOVER, INCLUDING LIABILITIES THAT ARISE FROM PRIOR OWNERS'
FAILURE TO COMPLY WITH ENVIRONMENTAL LAWS
As a successor owner, we may be legally responsible for these liabilities.
Even if we obtain legally enforceable representations, warranties and
indemnities from the sellers of such businesses, they may not cover fully the
liabilities. Some environmental liabilities, even if we do not expressly assume
them, may be imposed on Waste Connections under various legal theories. Our
insurance program does not cover liabilities associated with any environmental
cleanup or remediation of our own sites. A successful uninsured claim against
Waste Connections could materially and adversely affect our business and
financial results.
OUR GROWTH MAY BE LIMITED BY THE INABILITY TO OBTAIN NEW LANDFILLS AND EXPAND
EXISTING ONES
We currently own and operate seven landfills and operate five other
landfills. Our ability to meet our growth objectives may depend in part on our
ability to acquire, lease and expand landfills and develop new landfill sites.
We may not be able to obtain new landfill sites or expand the permitted capacity
of our landfills when necessary.
IN SOME AREAS IN WHICH WE OPERATE, SUITABLE LAND FOR NEW SITES OR EXPANSION OF
EXISTING LANDFILL SITES MAY BE UNAVAILABLE
Operating permits for landfills in states where we operate must generally
be renewed at least every five years. It has become increasingly difficult and
expensive to obtain required permits and approvals to build, operate and expand
solid waste management facilities, including landfills and transfer stations.
The process often takes several years, requires numerous hearings and compliance
with zoning, environmental and other requirements and is resisted by citizen,
public interest or other groups. We may not be able to obtain or maintain the
permits we require to expand, and such permits may contain burdensome terms and
conditions. Even when granted, final permits to expand are often not approved
until the remaining permitted disposal capacity of a landfill is very low. Local
laws and ordinances also may affect our ability to obtain permits to expand
landfills. If we were to exhaust our permitted capacity at a landfill, our
ability to expand internally would be limited, and we could be required to cap
and close that landfill and forced to dispose of collected waste at more distant
landfills or at landfills operated by our competitors. The resulting increased
costs would materially and adversely affect our business and financial results.
OUR ACCRUALS FOR OUR LANDFILL CLOSURE AND POST-CLOSURE COSTS MAY BE INADEQUATE
We may be required to pay closure and post-closure costs of landfills and
any disposal facilities that we own or operate. We accrue for future closure and
post-closure costs of our owned landfills, generally for a term of 30 years
after final closure of a landfill, based on engineering estimates of consumption
of permitted landfill airspace over the useful life of the
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landfill. Our obligations to pay closure or post-closure costs may exceed the
amount we accrued and reserved and other amounts available from funds or
reserves established to pay such costs. This could materially and adversely
affect our business and financial results.
WE MAY INCUR ADDITIONAL CHARGES RELATED TO CAPITALIZED EXPENDITURES
In accordance with generally accepted accounting principles, we capitalize
some expenditures and advances relating to acquisitions, pending acquisitions
and landfill development projects. As of June 30, 1999, we had no capitalized
expenditures relating to landfill development projects and approximately $41,000
in capitalized expenditures relating to pending acquisitions. We expense
indirect acquisition costs such as executive salaries, general corporate
overhead, public affairs and other corporate services as we incur those costs.
We charge against earnings any unamortized capitalized expenditures and advances
(net of any amount that we estimate we will recover, through sale or otherwise)
that relate to any operation that is permanently shut down, any pending
acquisition that is not consummated and any landfill development project that we
do not expect to complete. Therefore, Waste Connections may incur charges
against earnings in future periods, which could materially and adversely affect
our business and financial results.
FAILURE TO COMPLY WITH COVENANTS AND CONDITIONS OF OUR CREDIT FACILITY COULD
ADVERSELY AFFECT OUR BUSINESS
Our credit facility requires us to obtain the consent of the lending banks
before acquiring any other business for more than $20 million in cash and
assumed debt. If we are not able to obtain our banks' consent to acquisitions of
this size, we may not be able to complete them, which could inhibit our growth.
Our credit facility also contains financial covenants based on our current and
projected financial condition after completing an acquisition. If we cannot
satisfy these financial covenants on a pro forma basis after completing an
acquisition, we would not be able to complete the acquisition without a waiver
from our lending banks. Whether or not a waiver is needed, if the results of our
future operations differ materially from what we expect, we may no longer be
able to comply with the covenants in the credit facility. Our failure to comply
with these covenants may result in a default under the credit facility, which
would allow our lending banks to accelerate the date for repayment of debt
incurred under the credit facility and materially and adversely affect our
business and financial results.
FLUCTUATIONS IN PRICES FOR RECYCLED COMMODITIES MAY ADVERSELY AFFECT OUR
OPERATING RESULTS
We provide recycling services to some of our customers. The sale prices of
and demand for recyclable waste products, particularly wastepaper, are
frequently volatile and may adversely affect our operating results.
STOCKHOLDERS WILL EXPERIENCE DILUTION WHEN WE ISSUE ADDITIONAL SHARES OF OUR
COMMON STOCK
Investors will experience dilution when we issue common stock on the
exercise of outstanding stock options and warrants or as consideration for
acquisitions. We have registered 12,644,165 additional shares of common stock
since our May 1998 initial public offering to be issued from time to time in
connection with acquisitions and have issued 6,444,570 of these shares as of the
date of this prospectus. When all of these shares have been issued, we expect to
register additional shares of common stock for acquisitions in the future. We
also issued an additional 3,999,307 shares of common stock in a follow-on public
offering in February 1999, and we may make additional primary public offerings
of our common stock in the future. These future issuances may cause additional
dilution.
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PROVISIONS IN OUR CHARTER AND BYLAWS MAY DETER CHANGES IN CONTROL THAT COULD
BENEFIT OUR STOCKHOLDERS
Certain provisions in our Amended and Restated Certificate of Incorporation
and Amended and Restated By-Laws, and in the Delaware General Corporation Law,
may deter tender offers and hostile takeovers and delay or prevent changes in
control or management of Waste Connections, including transactions in which
stockholders might be paid more than current market prices for their shares.
These provisions may also limit our stockholders' ability to approve
transactions that they believe are in their best interests.
WE DO NOT INTEND TO PAY CASH DIVIDENDS ON THE COMMON STOCK
We intend to retain all earnings to help fund the operation and expansion
of our business. In addition, our credit facility prohibits us from paying cash
dividends without the consent of our lenders.
FAILURE TO MAKE TIMELY YEAR 2000 MODIFICATIONS MAY AFFECT OUR OPERATIONS
We will need to modify or replace portions of our software so that our
computer systems will function properly with respect to dates in the year 2000
("Year 2000") and afterwards. We expect to complete those modifications and
upgrades during 1999 at a total cost of approximately $100,000. Additional
acquisitions, depending on the size of the operation, could increase the budget
required for Year 2000 modifications. We spent part of our Year 2000 budget on
replacing our billing systems in Vancouver, Washington, Idaho Falls and Mountain
Home, Idaho, Orem and Layton, Utah, and Madera and Amador, California. Because
our operations rely primarily on mechanical systems such as trucks to collect
solid waste, we do not expect our operations to be significantly affected by
Year 2000 issues. Our customers may need to make Year 2000 modifications to
software and hardware that they use to generate records, bills and payments
relating to Waste Connections. We do not rely on vendors on a routine basis
except for providers of disposal services. We take waste to a site and are
normally billed based on tonnage disposed. We believe that if our disposal
vendors encounter Year 2000 problems, they will convert to manual billing based
on scale recordings until they resolve those issues.
In assessing our exposure to Year 2000 issues, we believe our biggest
challenges lie in the following areas: Year 2000 issues at our banks, large
(typically municipal) customers and acquired businesses between the time we
acquire them and the time we implement our own systems. We are obtaining Year
2000 compliance certifications from our vendors, banks and customers. If Waste
Connections and our vendors, banks and customers do not complete required Year
2000 modifications on time, the Year 2000 issue could materially affect our
operations. We believe, however, that in the most reasonably likely worst case,
the effects of Year 2000 issues on our operations would be brief and small
relative to our overall operations. We have not made a contingency plan to
minimize operational problems if Waste Connections and our vendors, banks and
customers do not timely complete all required Year 2000 modifications.
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USE OF PROCEEDS
Waste Connection will not receive any of the proceeds from the sale of the
shares offered by this prospectus. All proceeds from the sale of the shares
offered by this prospectus will be for the accounts of the selling stockholders,
as described below. See "Selling Stockholders" and "Plan of Distribution."
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SELLING STOCKHOLDERS
The following table sets forth as of the date of this prospectus the name
of each selling stockholder, the number of shares of common stock owned by each
selling stockholder and the number of shares owned by each selling stockholder
that may be offered for sale from time to time by this prospectus. Assuming the
sale of all the common stock offered hereby, no selling stockholder will own any
shares of our outstanding common stock after completion of this offering.
The selling stockholders are former shareholders of businesses acquired by
Waste Connections, who received shares of our common stock in connection with
those acquisitions.
<TABLE>
<CAPTION>
OWNERSHIP NUMBER OF
NAME OF SELLING PRIOR TO SHARES TO BE
STOCKHOLDER OFFERING SOLD IN OFFERING
--------------- --------- ----------------
<S> <C> <C>
Donald C. Kurtzer, Jr.(1)................................... 57,694 57,694
Robert W. Petersen(2)....................................... 59,335 59,335
John J. Grasmick(3)......................................... 46,883 46,883
Virginia L. Petersen(4)..................................... 18,679 18,679
Stephen Ritter(5)........................................... 98,032 98,032
Daniel Ritter(6)............................................ 98,032 98,032
Rick Johnson(7)............................................. 78,080 78,080
Doug Luth(8)................................................ 78,080 78,080
</TABLE>
- ---------------
(1) Prior President, Vice President and Treasurer and current employee of Omega
Systems, Inc. ("Omega"). We acquired the stock of Omega on June 30, 1999.
(2) Prior President and Treasurer of Nebraska Ecology Systems, Inc. ("NES") and
The Garbage Company, a Corporation ("Garbage Company"), prior Vice President and
Secretary of G&P Development, Inc. ("G&P") and currently a consultant to Waste
Connections, Inc. We acquired the stock of NES, G&P and the Garbage Company on
June 30, 1999.
(3) Prior President of G&P.
(4) Prior Vice President and Secretary of NES and the Garbage Company.
(5) Prior Secretary and Treasurer of Ritter's Sanitary Service, Inc.
("Ritter's"). Current Site Manager of Ritter's Marshall, Minnesota facility. We
acquired the stock of Ritter's on March 30, 1999.
(6) Prior President of Ritter's and current Site Manager of Ritter's Marshall,
Minnesota facility.
(7) Prior President of Central Waste Disposal, Inc. ("Central") and Cen-San,
Inc. ("Cen") and current Operations Manager of Central's Grand Island, Nebraska
facility. We acquired the stock of Central and Cen on June 25, 1999.
(8) Prior Secretary and Treasurer of Central and Cen and current Operations
Manager of Central's Grand Island, Nebraska facility
12
<PAGE> 13
PLAN OF DISTRIBUTION
We have prepared this prospectus, as amended or supplemented if
appropriate, for use by certain persons who received shares of our common stock
in acquisitions and who desire to sell those shares. This prospectus is also for
use by the successors of those stockholders, including donees and pledgees who
may sell shares they receive from the selling stockholders after the date of
this prospectus. We will not receive any of the proceeds from any such sales by
the selling stockholders or their successors.
Selling stockholders may sell the shares in transactions on the Nasdaq
National Market or on a securities exchange on which our common stock is then
listed, in negotiated transactions or otherwise, at market prices or at
negotiated prices. Selling stockholders may sell the shares in transactions
involving broker-dealers, who may act as agents and/or acquire shares as
principals. Broker-dealers who participate in such transactions as agents may
receive commissions from selling stockholders (and, if they act as agents for
the purchasers of such shares, from such purchasers). Participating
broker-dealers may agree with selling stockholders to sell a specified number of
shares at a stipulated price per share and, to the extent they are unable to do
so acting as agents for the selling stockholders, to purchase as principals any
unsold shares at the price required to fulfill their commitments to the selling
stockholders. Selling stockholders may also sell shares in privately negotiated
transactions.
The selling stockholders may also sell shares by or through other
broker-dealers in special offerings, exchange distributions or secondary
distributions pursuant to the rules of the Nasdaq National Market or on a
securities exchange on which our common stock is then listed. They may pay
brokerage commissions in excess of the customary commission prescribed by the
rules of such securities exchange. In certain secondary distributions, a
discount or concession from the offering price may be allowed in participating
broker-dealers in excess of such customary commission. Broker-dealers who
acquire shares as principals may subsequently resell those shares in
transactions (which may involve crosses and block transactions and which may
involve sales to and through other broker-dealers) on the Nasdaq National Market
or on a securities exchange on which our common stock is then listed, in
negotiated transactions or otherwise, at market prices or at negotiated prices.
In connection with such resales, the broker-dealers may pay to or receive
commissions from the purchasers of such shares.
Any commissions paid or concessions allowed to any broker-dealer and, if
any broker-dealer purchases such shares as principal, any profits received on
the resale of such shares, may be deemed to be underwriting discounts and
commissions under the Securities Act of 1933. We may amend or supplement this
prospectus from time to time to describe a specific plan of distribution, if
required by law.
In connection with distributions of the shares offered hereby or otherwise,
the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions. In connection with such transactions, those
broker-dealers or other financial institutions may engage in short sales of our
securities in the course of hedging the positions they assume with the selling
stockholders. The selling stockholders may also sell shares of our common stock
short and deliver the shares offered hereby to close out such short positions.
The selling stockholders may also enter into option or other transactions with
broker-dealers or other financial institutions that require the delivery to such
broker-dealers or financial institutions of shares offered hereby, which shares
such broker-dealer or financial institution may resell pursuant to this
prospectus (as supplemented or amended, if required, to reflect such
transaction). The selling stockholders may also pledge the shares offered hereby
to a broker-dealer or other financial institution, and, upon a default, such
broker-dealer or other financial institution may sell the pledged shares
pursuant to this prospectus (as supplemented or amended, if required, to reflect
such transaction). In addition, any shares offered hereby that
13
<PAGE> 14
qualify for sale pursuant to Rule 144 may, at the selling stockholder's option,
be sold under Rule 144 rather than pursuant to this prospectus.
If a selling stockholder notifies us of an arrangement with a broker-dealer
to sell shares through a block trade, special offering, exchange distribution or
secondary distribution, we will file a prospectus supplement, if required
pursuant to Rule 424 under the Securities Act of 1933. The prospectus supplement
will set forth the name of the selling stockholder and the participating
broker-dealer, the number of shares involved, the price at which those shares
were sold, any commissions paid or discounts or concessions allowed to such
broker-dealer, that such broker-dealer did not conduct any investigation to
verify the information in this prospectus, and other material facts.
Each selling stockholder may indemnify any broker-dealer that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act of 1933.
To comply with the securities laws of certain states, if applicable, the
shares offered hereby will be sold in such jurisdictions only through registered
or licensed brokers or dealers. In addition, in certain states the shares
offered hereby may not be sold unless they have been registered or qualified for
sale in the applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Securities Exchange Act of 1934 may apply to sales of
the shares offered hereby in the market and to the activities of the selling
stockholders and their affiliates. In addition, we will make copies of this
prospectus available to the selling stockholders and have informed them of the
need for delivery of copies of this prospectus to purchasers at or prior to the
time of any sale of the shares offered hereby.
We will pay printing, certain legal, filing and other similar expenses of
this offering. Selling stockholders will bear all other expenses of this
offering, including any brokerage fees, underwriting discounts or commissions,
and stock transfer taxes.
We cannot guarantee that the selling stockholders will sell all or any of
the shares.
14
<PAGE> 15
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document that we file at the
SEC's public reference rooms in Washington, D.C., Chicago, Illinois and New
York, New York. Please call the SEC at 1-800-732-0330 for more information on
the public reference rooms. Our SEC filings are also available to the public
from commercial document retrieval services and at the web site that the SEC
maintains at "http://www.sec.gov." Our common stock is listed on the Nasdaq
National Market, and you may also inspect and copy our SEC filings at the
offices of the National Association of Securities Dealers, Inc. located at 1735
K Street, N.W., Washington, D.C. 20549.
This prospectus is part of a registration statement on Form S-3 that we
have filed with the SEC under the Securities Act of 1933. This prospectus omits
part of the registration statement, as permitted by the rules and regulations of
the SEC. You may inspect and copy the registration statement, including
exhibits, at the SEC's public reference rooms or from its web site. Our
statements in this prospectus about the contents of any contract or other
document are not necessarily complete. You should refer to the copies of the
documents filed as exhibits to the registration statement for complete
information.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934 prior to the termination of this offering:
A. Annual Report on Form 10-K for the year ended December 31, 1998.
B. Quarterly Report on Form 10-Q/A for the quarter ended September
30, 1998.
C. Quarterly Report on Form 10-Q for the quarter ended March 31,
1999.
D. Quarterly Report on Form 10-Q/A for the quarter ended March 31,
1999.
E. Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.
F. Report on Form 8-K/A dated July 16, 1998.
G. Report on Form 8-K/A dated September 10, 1998.
H. Report on Form 8-K filed January 5, 1999.
I. Report on Form 8-K filed January 13, 1999.
J. Report on Form 8-K filed February 2, 1999.
K. Report on Form 8-K/A filed April 5, 1999.
L. Report on Form 8-K filed April 14, 1999.
M. Report on Form 8-K/A filed April 29, 1999.
N. Report on Form 8-K filed May 7, 1999.
O. Report on Form 8-K/A filed July 15, 1999.
P. Report on Form 8-K filed August 5, 1999.
Q. Report on Form 8-K filed August 25, 1999.
R. Report on Form 8-K filed August 31, 1999.
S. Report on Form 8-K/A filed September 2, 1999.
T. Report on Form 8-K filed September 15, 1999.
U. The description of our common stock contained in our registration
statement on Form 8-A, File No. 0-23981, filed under the
Securities Exchange Act of 1934.
15
<PAGE> 16
You may request a copy of these filings at no cost, by writing or
telephoning the office of Steven F. Bouck, Waste Connections, Inc., 2260 Douglas
Boulevard, Suite 280, Roseville, California 95661, telephone (916) 772-2221.
You should rely only on the information incorporated by reference or
provided in this prospectus and the registration statement. We have not
authorized anyone to provide you with different information. You should not
assume that the information in this prospectus is accurate as of any date other
than the date on the front of the document.
LEGAL MATTERS
Shartsis, Friese & Ginsburg LLP, San Francisco, California, has issued an
opinion on the validity of the common stock we are offering. Certain partners
and associate attorneys of Shartsis, Friese & Ginsburg LLP own an aggregate of
3,400 shares of our common stock. Certain statements pertaining to our G
certificates awarded by the WUTC that appear in this prospectus will be passed
upon for us by Williams, Kastner & Gibbs PLLC, Seattle, Washington.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our financial
statements and schedule included in our Annual Report on Form 10-K for the year
ended December 31, 1998, our restated financial statements and schedules
included in our Current Reports on Form 8-K filed August 5, 1999 and September
15, 1999 (which give retroactive effect to poolings-of-interests consummated
through March 31, 1999 and June 30, 1999, respectively), the combined financial
statements of the Murrey Companies included in our Current Reports on Form 8-K
and Form 8-K/A filed February 2, 1999 and April 5, 1999, respectively, and the
financial statements of Arrow Sanitary Service, Inc. included in our Current
Report on Form 8-K/A filed July 16, 1998, as set forth in their reports, which
are incorporated by reference in this prospectus and elsewhere in the
registration statement. Such financial statements and schedules are incorporated
by reference in reliance on Ernst & Young LLP's reports, given on their
authority as experts in accounting and auditing.
Perkins & Company, P.C., independent auditors, have audited the combined
financial statements of Columbia Resource Co., L.P. and Finley-Buttes Limited
Partnership included in our Current Report on Form 8-K/A filed April 29, 1999,
as set forth in their report, which is incorporated by reference in this
prospectus and elsewhere in the registration statement. Such financial
statements are incorporated by reference in reliance on Perkins & Company,
P.C.'s report, given on their authority as experts in accounting and auditing.
Grant Thornton LLP, independent certified public accountants, have audited
the financial statements of Shrader Refuse and Recycling Company included in our
Current Report on Form 8-K/A filed September 11, 1998, as set forth in their
report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Such financial statements are incorporated by
reference in reliance on Grant Thornton LLP's report, given on their authority
as experts in accounting and auditing.
PricewaterhouseCoopers LLP, independent accountants, have audited the
combined financial statements of International Environmental Industries, Inc.
and subsidiary and JOS Enterprises Ltd. included in our Current Report on Form
8-K/A dated August 11, 1999 and filed September 2, 1999, as set forth in their
report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Such financial statements are incorporated by
reference in reliance on PricewaterhouseCoopers LLP's report, given on their
authority as experts in accounting and auditing.
16
<PAGE> 17
YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS PROSPECTUS. WASTE CONNECTIONS
HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL, AND IT
DOES NOT SEEK AN OFFER TO BUY, THESE SECURITIES IN ANY JURISDICTION WHERE THE
OFFER OR SALE IS NOT PERMITTED. THE INFORMATION IN THIS PROSPECTUS IS CORRECT
ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF WHEN THIS PROSPECTUS IS
DELIVERED OR THESE SECURITIES ARE SOLD.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 4
Use of Proceeds....................... 11
Selling Stockholders.................. 12
Plan of Distribution.................. 13
Where You Can Find More
Information......................... 15
Incorporation by Reference............ 15
Legal Matters......................... 16
Experts............................... 16
</TABLE>
[LOGO]
534,815 SHARES
COMMON STOCK
Prospectus
September , 1999
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
SEC Registration Fee........................................ $
NASDAQ Listing Fee.......................................... $ 13,044.48
Accounting Fees and Expenses*............................... $
Legal Fees and Expenses*.................................... $
Miscellaneous Expenses*..................................... $
-----------
Total*...................................................... $
===========
</TABLE>
- ---------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Amended and Restated Certificate of Incorporation (the "Restated
Certificate") of Waste Connections provides that a director will not be
personally liable to Waste Connections or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the
Delaware General Corporation Law (the "Delaware Law"), which concerns unlawful
payments of dividends, stock purchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Delaware Law is subsequently amended to permit further limitation of the
personal liability of directors, the liability of a director of Waste
Connections will be eliminated or limited to the fullest extent permitted by the
Delaware Law as amended.
Section 145(a) of the Delaware Law provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person's conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that the person's
conduct was unlawful.
Section 145(b) of the Delaware Law states that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by the person in
II-1
<PAGE> 19
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
Section 145(c) of the Delaware Law provides that to the extent that a
present or former director or officer of a corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
Section 145(d) of the Delaware Law states that any indemnification under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation only as authorized in the specific case upon a determination
that indemnification of the present or former director, officer, employee or
agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth in subsections (a) and (b) of Section 145. Such
determination shall be made, with respect to a person who is a director or
officer at the time of such determination, (i) by a majority of the directors
who were not parties to such action, suit or proceeding, even though less than a
quorum, or (ii) by a committee of such directors designated by majority vote of
such directors, even though less than a quorum, or (iii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iv) by the stockholders.
Section 145(e) of the Delaware Law provides that expenses (including
attorneys' fees) incurred by an officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the corporation as authorized in
Section 145. Such expenses (including attorneys' fees) incurred by former
officers and directors or other employees and agents may be so paid upon such
terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the Delaware Law states that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other
subsections of Section 145 shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in such person's official capacity and as to action
in another capacity while holding such office.
Section 145(g) of the Delaware Law provides that a corporation shall have
the power to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the corporation would have the power to indemnify such person
against such liability under the provisions of Section 145.
II-2
<PAGE> 20
Section 145(j) of the Delaware Law states that the indemnification and
advancement of expenses provided by, or granted pursuant to, Section 145 shall,
unless otherwise provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
Pursuant to Section 145 of the Delaware Law, Waste Connections has
purchased insurance on behalf of its present and former directors and officers
against any liability asserted against or incurred by them in such capacity or
arising out of their status as such. Waste Connections has entered into
indemnification agreements with each of its directors and officers providing for
mandatory indemnification and advancement of expenses to the maximum extent
permitted by the Delaware Law.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
------- -----------------------
<C> <S>
5.1 Opinion of Shartsis, Friese & Ginsburg LLP
23.1 Consent of Shartsis, Friese & Ginsburg LLP (included in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Perkins & Company, P.C., Independent Auditors
23.4 Consent of Grant Thornton LLP, Independent Certified Public
Accountants
23.5 Consent of Williams, Kastner & Gibbs PLLC
23.6 Consent of PricewaterhouseCoopers, LLP, Independent Auditors
24.1 Power of Attorney (included in Part II of the Registration
Statement under the caption "Signatures")
</TABLE>
ITEM 17. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 21
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Roseville, State of California, on September 16,
1999.
WASTE CONNECTIONS, INC.
By: /s/ RONALD J. MITTELSTAEDT
------------------------------------
Ronald J. Mittelstaedt
President, Chief Executive Officer
and Chairman
Such person whose signature appears below hereby appoints Ronald J.
Mittelstaedt and Steven F. Bouck, and each of them, each of whom may act without
joinder of the other, as his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to execute in the name and
on behalf of such person any amendment or any post-effective amendment to this
Registration Statement, and any registration statement relating to any offering
made in connection with the offering covered by this Registration Statement that
is to be effective on filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, and to file the same, with exhibits thereto, and other
documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing appropriate or necessary to be done, as fully and for all
intents and purposes as he or she might or could to in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 16, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ RONALD J. MITTELSTAEDT President, Chief September 16, 1999
- ----------------------------------------------------- Executive Officer and
Ronald J. Mittelstaedt Chairman
/s/ EUGENE V. DUPREAU Director and Vice September 16, 1999
- ----------------------------------------------------- President -- Western
Eugene V. Dupreau Division
/s/ MICHAEL W. HARLAN Director September 16, 1999
- -----------------------------------------------------
Michael W. Harlan
/s/ WILLIAM J. RAZZOUK Director September 16, 1999
- -----------------------------------------------------
William J. Razzouk
</TABLE>
II-5
<PAGE> 23
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ STEVEN F. BOUCK Executive Vice September 16, 1999
- ----------------------------------------------------- President and Chief
Steven F. Bouck Financial Officer
/s/ MICHAEL R. FOOS Chief Accounting September 16, 1999
- ----------------------------------------------------- Officer and Vice
Michael R. Foos President -- Finance
/s/ IRMGARD R. WILCOX Director September 16, 1999
- -----------------------------------------------------
Irmgard R. Wilcox
</TABLE>
II-6
<PAGE> 24
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBITS NUMBER
- ------- ----------------------- ------
<C> <S> <C>
5.1 Opinion of Shartsis, Friese & Ginsburg LLP..................
23.1 Consent of Shartsis, Friese & Ginsburg LLP (included in
Exhibit 5.1)................................................
23.2 Consent of Ernst & Young LLP, Independent Auditors..........
23.3 Consent of Perkins & Company, P.C., Independent Auditors....
23.4 Consent of Grant Thornton LLP, Independent Certified Public
Accountants.................................................
23.5 Consent of Williams, Kastner & Gibbs PLLC...................
23.6 Consent of PricewaterhouseCoopers LLP, Independent
Auditors....................................................
24.1 Power of Attorney (included in Part II of the Registration
Statement under the caption "Signatures")...................
</TABLE>
<PAGE> 1
EXHIBIT 5.1
September 16, 1999
Waste Connections, Inc.
2260 Douglas Boulevard, Suite 280
Roseville, California 95661
Ladies and Gentlemen:
We have acted as counsel for Waste Connections, Inc. (the "Company") in
connection with its Registration Statement on Form S-3 filed on September 16,
1999, with the Securities and Exchange Commission under the Securities Act of
1933, as amended, relating to up to 534,815 shares of the Company's Common
Stock, $0.01 par value, to be sold by certain selling stockholders named in the
Registration Statement. We are of the opinion that the shares being so
registered for sale have been duly authorized and validly issued and are fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to such Registration Statement.
Very truly yours,
SHARTSIS, FRIESE & GINSBURG LLP
By /s/ Carolyn S. Reiser
Carolyn S. Reiser
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Waste Connections,
Inc. for the registration of 534,815 shares of its common stock and to the
incorporation by reference therein of our reports listed below:
Report dated February 17, 1999 with respect to the financial statements and
schedule of Waste Connections, Inc. and Predecessors included in the Waste
Connections, Inc. Annual Report (Form 10-K) for the year ended December 31,
1998, filed with the Securities and Exchange Commission;
Report dated February 17, 1999 with respect to the supplemental consolidated
financial statements of Waste Connections, Inc. and Predecessors included in
the Waste Connections, Inc. Annual Report (Form 10-K) for the year ended
December 31, 1998, filed with the Securities and Exchange Commission;
Report dated February 17, 1999 (except for the third, fourth, and fifth
paragraphs of Note 15, as to which the date is March 30, 1999) with respect
to the financial statements and schedule of Waste Connections, Inc. and
Predecessors included in the Current Report on Form 8-K dated August 5, 1999
of Waste Connections, Inc. filed with the Securities and Exchange
Commission;
Report dated February 17, 1999 (except for the third, fourth, and fifth
paragraphs of Note 15, as to which the date is March 30, 1999, the sixth
paragraph of Note 15, as to which the date is June 30, 1999, and the seventh
paragraph of Note 15, as to which the date is August 11, 1999) with respect
to the financial statements and schedule of Waste Connections, Inc. and
Predecessors included in the Current Report on Form 8-K dated September 15,
1999 of Waste Connections, Inc. filed with the Securities and Exchange
Commission;
Report dated February 4, 1999 with respect to the combined financial
statements of The Murrey Companies (which consist of Murrey's Disposal
Company, Inc., American Disposal Company, Inc., D.M. Disposal Co., Inc. and
Tacoma Recycling Company, Inc.) included in the Current Report on Form 8-K/A
dated April 2, 1999 of Waste Connections, Inc., filed with the Securities
and Exchange Commission;
Report dated October 2, 1998 (except for Note 12, as to which the date is
October 22, 1998) with respect to the combined financial statements of The
Murrey Companies (which consist of Murrey's Disposal Company, Inc., American
Disposal Company, Inc., D.M. Disposal Co., Inc. and Tacoma Recycling
Company, Inc.) included in the Current Report on Form 8-K dated January 29,
1999 of Waste Connections, Inc., filed with the Securities and Exchange
Commission; and
Report dated July 8, 1998, with respect to the financial statements of Arrow
Sanitary Service, Inc. included in the Current Report on Form 8-K/A dated
July 16, 1998 of Waste Connections, Inc., filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Sacramento, California
September 13, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT OF PERKINS & COMPANY, P.C., INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) of Waste Connections, Inc. for the
registration of 534,815 shares of its common stock and to the incorporation by
reference therein of our report dated March 9, 1999 (except for the second
paragraph of Note 12, as to which the date is March 31, 1999) with respect to
the combined financial statements of Columbia Resource Co., L.P., and
Finley-Buttes Limited Partnership included in the Current Report on Form 8-K/A
filed April 29, 1999 of Waste Connections, Inc., filed with the Securities and
Exchange Commission.
PERKINS & COMPANY, P.C.
Portland, Oregon
September 16, 1999
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated August 24, 1998 accompanying the financial
statements of Shrader Refuse and Recycling Service Company appearing in the Form
8-K/A filed September 11, 1998 of Waste Connections, Inc. which is incorporated
by reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement and related Prospectus of the
aforementioned report and to the use of our name as it appears under the caption
"Experts."
GRANT THORNTON LLP
Lincoln, Nebraska
September 13, 1999
<PAGE> 1
EXHIBIT 23.5
CONSENT OF WILLIAMS, KASTNER & GIBBS PLLC
We consent to the reference to our firm under the caption, "Legal Matters" in
the September 1999 Registration Statement (on Form S-3) of Waste Connections,
Inc. with respect to 534,815 shares of common stock (Registration No. 333-____).
WILLIAMS, KASTNER & GIBBS PLLC
/s/ WILLIAMS, KASTNER & GIBBS
------------------------------
Seattle, Washington
September 14, 1999
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 dated September 16, 1999 of Waste Connections, Inc. of our
report dated February 26, 1999, except as to Note 18, which is as of August 19,
1999, relating to the combined financial statements of International
Environmental Industries, Inc. and subsidiary and JOS Enterprises, Ltd. We also
consent to the references to us under the heading "Experts" in such Registration
Statement.
PRICEWATERHOUSECOOPERS LLP
Austin, Texas
September 16, 1999
